LAW COURSE DESCRIPTIONS

LAW-2136 Corporations Prof. Jeffrey Lipshaw, Prof. Richard G. Pizzano, Prof. Anthony P. Polito, 4 credits day; 4 credits evening.

The course studies the nature, formation, and governance of business corporations. Specific topics include the role of the business corporation in society and its relation to corporate management, the formation of the corporation, the relationships of management and shareholders with the corporation as an entity, fiduciary duties and conflict of interest issues, corporate voting, shareholder lawsuits, and change of control transactions. Additional topics will include discussion of the special problems of closely held corporations. Regulation course. Faculty comments : Professor Polito's section of this course will focus intensively on the corporation as a legal and business entity and is designed to minimize overlap with Agency, Partnership & the LLC or with the Securities Regulation course. Professor Pizzano: Introduction to partnerships and corporations; law of Agency; organization of the corporation; promotion and pre-incorporation problems; de facto corporation; ultra vires, control of the corporation, corporate capital and financing; classes of stock; dividends, derivative suits; mergers, reorganizations and liquidation; federal laws, Blue Sky laws, and professional responsibility of the lawyer advising the business client. Although Corporations may be taken in either the second, third or fourth year, the faculty strongly urges students to take this course in their second year. Professor Lipshaw: This course focuses on one particular institution for organizing a business firm, the corporation, and is designed to minimize overlap with the LLC & Partnership and Securities Regulation courses. Specific topics include the concept of the firm, basic corporate vocabulary, corporate social responsibility, corporation as political actor (including the effect of Citizens United), corporate formation, capital structure, corporate governance, an introduction to corporate deal-making, and issues relating to closely-held corporations. The course serves as an introduction to “numeracy” and financial concepts (including basic accounting) and includes exercises involving arithmetic and some simple algebra. Grading will include a series of multiple choice quizzes administered online through Blackboard, and a final exam in essay form. The casebook is Palmiter & Partnoy, Corporations: A Contemporary Approach, 2d (West Interactive).

Elective Course

Meets Base Menu Requirement

Meets Financial Services Concentration Requirements

Meets Health/Biomedical Concentration Requirements

Meets Labor and Employment Law Concentration Requirements

Recommended for the Mass Bar